1. Acceptance of These Terms

These Terms of Service (these "Terms") govern access to and use of the Doppler platform, applications, integrations, outputs and related services (the "Services") provided by Doppler AI, Inc., a Delaware corporation ("Doppler," "we," "us").

By creating an account, signing an Order Form with Doppler, or otherwise accessing or using the Services, you agree to these Terms, to the Usage Policy, and to the Privacy Policy. If you are agreeing on behalf of an organization, you represent that you have authority to bind it, and "Customer" means that organization.

2. Additional Documents and Order of Precedence

These Terms apply together with:

• Any order form or written agreement signed by you and Doppler (an "Order Form"), if applicable

• Any additional statements of work, service-level agreements, or engagements ("Service Terms"), if applicable

• Doppler Usage Policy

• Doppler Privacy Policy

If there is a conflict, the Order Form controls for commercial terms and customer-specific terms, including pricing, term length, token limits, overage rates, implementation fees, renewal terms, and any expressly agreed customer-specific commitments. Service Terms control next, followed by these Terms.

3. Accounts and Authorized Users

Customer must register an account and provide accurate information. Access is licensed per seat or per firm, and a seat is assigned to one named individual, though it may be reassigned when that individual no longer needs access. Seats may not be shared or used concurrently.

Customer is responsible for its account credentials, for all activity under its account, and for its users' compliance with these Terms, and will notify Doppler promptly of any suspected unauthorized access.

4. Access to the Services

Subject to these Terms and payment of the applicable fees, Doppler grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Services for Customer's internal business purposes.

Doppler owns and retains all right, title and interest in the Services and in all technology, software, methods, know-how, prompts, agent configurations, ontologies, schemas, extraction and verification logic and routing logic underlying them, whether developed before or during the term. No rights are granted other than those expressly stated. Customer will not reverse engineer, decompile or attempt to derive the source code, prompts, model routing logic or algorithms of the Services, resell or sublicense access to anyone other than its own authorized users, or use the Services to build, train or improve a competing product. Customer's use is also subject to the Usage Policy. Doppler may modify the Services over time, provided it does not materially degrade the core functionality Customer has subscribed to during a term already in effect.

Deployment configuration, data residency, integrations and any committed service levels are as stated on the Order Form or in Service Terms.

5. Forward Deployed Engineering

Where the Order Form or Service Terms provide for forward deployed engineering, Doppler personnel work directly with Customer to integrate the Services, map Customer's workflows and data, and build and tune configurations and agentic workflows on Customer's data.

This work depends on Customer's cooperation, including timely access to the systems, data, documentation and subject-matter experts described on the Order Form. Timelines assume that access. Doppler owns the configurations, workflows, connectors, prompts and other work product it develops, and Customer receives a license to use them as part of the Services during the subscription term, unless Service Terms expressly assign specified deliverables to Customer. Forward deployed engineering is a services commitment, not a guarantee of any particular business, investment or operational outcome.

6. Customer Content, Outputs and Ownership

Customer Content means the documents, files, records and other data Customer provides to the Services. Outputs means the reports, analyses, extracted values, memoranda and summaries the Services generate. Data Layer means the structured, normalized representation of Customer Content the Services create, including resolved entity records, extracted values, source citations, schema and ontology.

As between the parties, Customer owns Customer Content, the Outputs generated for it, and the Data Layer. Customer grants Doppler a non-exclusive, worldwide, royalty-free license to host, store, process, transmit and display them solely to provide, secure, maintain and support the Services for Customer. Customer represents that it has the rights and authority necessary to provide Customer Content to Doppler.

Doppler processes Customer Content solely to provide the Services to Customer, and does not use it to train shared or third-party foundation models. How Doppler handles data, model providers, retention and security is described in the Usage Policy.

Outputs are generated by AI and may be incomplete or inaccurate. Customer is responsible for reviewing Outputs before relying on them. Doppler is not a fiduciary, investment adviser, accountant or legal adviser, and nothing in the Services is investment, legal, tax or accounting advice.

Doppler may use aggregated, de-identified usage and telemetry data to operate, secure and improve the Services, and may use the general knowledge and skills its personnel retain, in each case without using or disclosing Customer Content.

7. Confidentiality

"Confidential Information" means information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Services or the parties' evaluation of a possible relationship, in any form, whether or not marked confidential, that is either designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Content, Outputs and the Data Layer are Customer's Confidential Information. The Services, Doppler's technology, pricing, roadmap and non-public performance information are Doppler's Confidential Information.

The Recipient will use Confidential Information only to exercise its rights and perform its obligations, will protect it with at least reasonable care, and will not disclose it except to its employees, affiliates, advisors, contractors and subprocessors who need to know it and are bound by obligations at least as protective as these. The Recipient may disclose Confidential Information where required by law, provided it discloses only the minimum required and, unless legally prohibited, gives the Discloser reasonable advance notice and cooperates in seeking protective treatment at the Discloser's expense.

Confidential Information does not include information the Recipient can document was known to it without obligation before disclosure, is or becomes public through no fault of the Recipient, was rightfully received from a third party without restriction, or was independently developed without use of the Discloser's Confidential Information.

These obligations continue while the Agreement is in effect and end when it terminates, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret, and obligations with respect to Customer Content and the Data Layer continue for as long as Doppler holds them.

8. Security and Data Protection

Doppler maintains an information security program with administrative, technical and physical safeguards designed to protect Customer Content, described in the Usage Policy. Doppler will notify Customer without undue delay after confirming a security incident affecting Customer Content in its possession or control.

Where Doppler processes personal information on Customer's behalf, Doppler acts as processor and Customer as controller, and will process it only on Customer's documented instructions, which these Terms constitute.

9. Fees, Taxes and Payment

Customer will pay the fees stated on the Order Form, including any overages where the Order Form specifies a usage allotment and usage exceeds it, billed in arrears at the excess rate stated on the Order Form. Fees are non-refundable and payment obligations are non-cancelable except as expressly stated in these Terms. Undisputed invoiced amounts are due within thirty (30) days of the invoice date, and overdue amounts accrue interest at the lesser of one percent per month and the maximum rate permitted by law.

Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added and similar taxes arising from its purchase, other than taxes based on Doppler's net income. Doppler will invoice applicable sales and use tax unless Customer provides a valid exemption or resale certificate, in which case Doppler will not charge that tax for periods to which the certificate applies.

Doppler may change the fees applicable to a renewal term on at least sixty (60) days written notice before that term begins. Fees will not change during a term already in effect. If Customer disputes an invoice in good faith, it will notify Doppler before the due date and pay all undisputed amounts when due.

10. Suspension and Termination

Subscription term, renewal and non-renewal notice are as stated on the Order Form.

Either party may terminate for material breach that is not cured within thirty (30) days after written notice, or immediately if the other party becomes insolvent. Doppler may suspend access if Customer has an undisputed past-due balance outstanding more than thirty (30) days, or if Customer's use materially and adversely affects the Services or other customers, and will give notice before suspending where practicable.

On termination, Customer's right to use the Services ends and Doppler will invoice fees accrued through the termination date.

11. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOPPLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

DOPPLER DOES NOT WARRANT THAT THE SERVICES, OUTPUTS, FORWARD DEPLOYED ENGINEERING, INTEGRATIONS, CONNECTORS OR CONNECTED THIRD-PARTY DATA WILL BE ERROR-FREE, UNINTERRUPTED, COMPLETE OR ACCURATE, OR THAT THEY WILL PRODUCE ANY PARTICULAR INVESTMENT, CREDIT, DILIGENCE, PORTFOLIO, OPERATIONAL, FINANCIAL OR COMMERCIAL OUTCOME. TRIAL, EVALUATION AND BETA FEATURES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.

12. Indemnification

Customer will indemnify and hold harmless Doppler, its officers, employees and agents from claims, damages, liabilities and expenses, including reasonable attorneys' fees, arising from:

• Customer Content, including any claim that Doppler's processing of it as contemplated by these Terms violated an obligation Customer owed to a third party

• Customer's or its authorized users' use of the Services, Outputs or forward deployed engineering in violation of these Terms or applicable law

• Customer's breach of confidentiality, or misuse of third-party data or connected systems

• Customer's failure to obtain any required rights, licenses, permissions, approvals or consents

• Any investment, credit, diligence, portfolio, valuation, operational or other decision or action taken based on the Services, Outputs or forward deployed engineering

Doppler will notify Customer of any claim for which it seeks indemnification and may participate in the defense at its own expense. Customer will not settle a claim in a manner that admits fault by, or imposes any obligation on, Doppler without Doppler's prior written consent.

13. Limitation of Liability

DOPPLER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL.

DOPPLER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DOPPLER FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

14. General

Publicity. Doppler may identify Customer by name and logo in a customer list on its website and in sales materials, and Customer may withdraw that permission on thirty (30) days written notice. Any other public reference to Customer, including a press release, case study or named testimonial, requires prior written consent. Either party may describe the engagement in anonymized terms.

Feedback. Doppler may use suggestions Customer provides without restriction or obligation, and will not identify Customer as the source without consent.

Changes to these Terms. Doppler may update these Terms by posting a revised version with a new "Last updated" date. For a Customer with an active Order Form, a material change takes effect at the start of the next renewal term, and the existing term continues to be governed by the version in effect on the Order Form's effective date.

Entire agreement. These Terms and the documents in Section 2 are the complete agreement on their subject and supersede prior understandings. Amendments must be in writing signed by both parties, except as provided above. Pre-printed terms on a purchase order have no effect.

Other. Neither party may assign without the other's consent, except on notice in connection with a merger or sale of substantially all assets. Notices are in writing to the addresses on the Order Form, or to Doppler at admin@doppleragents.com. Neither party is liable for delays beyond its reasonable control, other than payment obligations. Each party will comply with applicable export control and sanctions laws. The parties are independent contractors. If a provision is unenforceable it will be limited to the minimum extent necessary and the rest remains in effect, and failure to enforce is not a waiver. There are no third-party beneficiaries. Nothing restricts Doppler from providing similar services to any other party, including a competitor of Customer.

15. Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles. Any dispute will be brought exclusively in the state or federal courts located in New York, New York, and each party consents to jurisdiction and venue there. Each party waives any right to a jury trial.

16. Contact

Doppler AI, Inc.

admin@doppleragents.com

347-641-9546